[Federal Register Volume 86, Number 139 (Friday, July 23, 2021)]
[Notices]
[Pages 39092-39095]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-15654]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92437; File No. SR-NSCC-2021-009]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing of a Proposed Rule Change To Modify the 
Rules & Procedures of National Securities Clearing Corporation in 
Connection With the Implementation of Section 1446(f) of the Internal 
Revenue Code of 1986

July 19, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 14, 2021, National Securities Clearing Corporation (``NSCC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II and III below, which 
Items have been prepared by the clearing agency. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of modifications to the Rules & 
Procedures (``Rules'') \3\ of NSCC in connection with the 
implementation of section 1446(f) of the Internal Revenue Code of 1986, 
as amended, that was enacted as part of the Tax Cuts and Jobs Act of 
2017,\4\ and the Treasury Regulations or other official interpretations 
thereunder, as in effect from time to time (collectively ``Section 
1446(f)''), as described in greater detail below.
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    \3\ Capitalized terms not defined herein are defined in the 
Rules, available at http://www.dtcc.com/~/media/Files/Downloads/
legal/rules/nscc_rules.pdf.
    \4\ Public Law 115-97 (2017), section 864(c)(8).
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included 
statements concerning the purpose of and basis for the proposed rule 
change and discussed any comments it received on the proposed rule 
change. The text of these statements may be examined at the places 
specified in Item IV below. The clearing agency has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
    The purpose of this proposed rule change is to amend the Rules in 
connection with the implementation of Section 1446(f). The proposed 
rule change also includes technical changes.
(i) Background
Section 1446(f) and Section 1446(f) Withholding
    Section 1446(f) was enacted on December 22, 2017, as part of the 
Tax Cuts and Jobs Act of 2017,\5\ and the U.S. Treasury Department 
(``Treasury Department'') finalized and issued various implementing 
regulations on October 7, 2020,\6\ including the tax withholding 
required pursuant to Treasury Regulation Section 1.1446(f)-4(a) \7\ 
upon the transfer of an interest in a publicly traded partnership 
(``Section 1446(f) Withholding''). It is NSCC's understanding that 
Section 1446(f) Withholding is designed to ensure any non-U.S. person 
(either individual or entity) appropriately files a U.S. federal income 
tax return following the sale or disposition of its interest in certain 
partnerships.
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    \5\ Id.
    \6\ Withholding of Tax and Information Reporting With Respect to 
Interests in Partnerships Engaged in a U.S. Trade or Business, 85 FR 
76910 (Nov. 30, 2020).
    \7\ 26 CFR 1.1446-4(a).
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    Section 1446(f) generally imposes a ten percent (10%) withholding 
tax on the payment of gross proceeds arising from the sale or other 
disposition by a non-U.S. person of an interest in certain partnerships 
that are engaged in a U.S. trade or business.\8\ In such a case, a tax 
withholding obligation is imposed on the buyer of the partnership 
interest, who is required to remit the withheld tax amount to the U.S. 
Internal Revenue Service (``IRS''), unless or to the extent an 
applicable exception applies.\9\ The buyer obligated to withhold the 
10% tax is liable for any amount that it underwithheld, plus associated 
interest and penalties.\10\
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    \8\ I.R.C. Section 1446(f).
    \9\ Id.
    \10\ Id.
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    On October 7, 2020, the IRS and Treasury Department issued final 
regulations under Section 1446(f) (the ``Final Regulations''),\11\ 
which require Section 1446(f) Withholding on partnerships that are 
publicly traded on exchanges (``PTPs'') in respect of transfers that 
occur on or after January 1, 2022. The Final Regulations provided U.S. 
clearing organizations, such as NSCC, an exemption from the obligation 
to perform the Section 1446(f) Withholding at this time.\12\ This 
exemption is premised in part on the IRS and Treasury Department's 
understanding that all of NSCC's non-U.S. Members are of the types of 
entities that are permitted to perform the Section 1446(f) Withholding 
themselves.<SUP>13 14</SUP> NSCC currently clears and settles all 
transactions on a netted basis. If NSCC were required to perform 
Section 1446(f) Withholding, NSCC would have to clear and settle 
transfers

[[Page 39093]]

of PTP interest on a gross basis, which may be disruptive to the 
efficiency and liquidity of the trading of PTP interests in the capital 
markets, as noted in the Final Regulations.\15\
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    \11\ See note 6.
    \12\ See note 6, at 76922.
    \13\ Id.
    \14\ The Final Regulations provided that if a direct clearing 
member of a U.S. clearing organization is not of a type of entity 
permitted to perform Section 1446(f) Withholding, the IRS and 
Treasury Department will issue proposed guidance that would revise 
the Final Regulations to require Section 1446(f) Withholding by U.S. 
clearing organization on such direct clearing member. Id.
    \15\ See note 6, at 76922.
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    Currently, all of NSCC's non-U.S. Members are of the types of 
entities permitted to perform the Section 1446(f) Withholding 
themselves either because (i) they are the types of entities allowed to 
perform U.S. tax withholdings pursuant to applicable Treasury 
Regulations or (ii) they have entered into the requisite agreements 
with the IRS that allow them to perform U.S. tax withholdings (commonly 
known as the Qualified Intermediary Agreements). Nearly all such 
Members have historically accepted the responsibility to perform all 
U.S. tax withholdings in respect of their NSCC accounts, and it is 
NSCC's understanding that they would continue do the same for Section 
1446(f) Withholding.
(ii) Proposed Rule Changes
    In order to comport with the legislative understanding underlying 
the Section 1446(f) Withholding exemption, NSCC is proposing amendments 
to its Rules to ensure that all NSCC FFI Members that are Members would 
accept the responsibility to perform the Section 1446(f) 
Withholding.\16\
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    \16\ It is NSCC's understanding that, based on the types of 
services that NSCC provides to Limited Members, notwithstanding any 
exemption, NSCC would not need to perform Section 1446(f) 
Withholding with respect to Limited Members' activities at NSCC.
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Rule 1 (Definitions and Descriptions)
    NSCC is proposing to add the following terms and definitions in 
Rule 1 (Definitions and Descriptions), as described below.
    The term ``Section 1446(f)'' would mean section 1446(f) of the Code 
and the related Treasury Regulations or other official interpretations 
thereof, as in effect from time to time.
    The term ``Section 1446(f) Withholding'' would mean the tax 
withholding required pursuant to Treasury Regulation Section 1.1446(f)-
4(a), upon the transfer of an interest in a publicly traded 
partnership. As defined, ``Section 1446(f) Withholding'' would not 
apply to any tax withholding required on distributions made by such a 
partnership.
    The term ``Section 1446(f) Withholding Agent'' would mean an FFI 
Member that is a Member and has certified to NSCC that Section 1446(f) 
Withholding would not apply to any Gross Credit Balance of such FFI 
Member by providing to NSCC a Tax Certification (as defined below and 
in the proposed rule text).
    The term ``Section 1446(f) Withholding Compliance Date'' would mean 
January 1, 2022 or, if the commencement of Section 1446(f) Withholding 
is delayed beyond January 1, 2022 under Section 1446(f), two calendar 
months plus one calendar day before such delayed effective date.
    NSCC is proposing to delete ``FATCA Certification'' and replace it 
with ``Tax Certification.'' As proposed, the term ``Tax Certification'' 
would mean an executed copy of the relevant tax form required by the 
IRS, as in effect from time to time, that each Member and Limited 
Member (or applicant to become such) shall provide from time to time to 
NSCC as set forth under the Rules and Procedures.
    NSCC is also proposing two technical changes. First, NSCC is 
proposing to delete ``FATCA Compliance Date'' from Rule 1 because it 
would no longer be used in the Rules under the proposal. Second, NSCC 
is proposing to delete the definition of ``Code'' that is currently 
embedded within the definition of ``FATCA'' and add it as a standalone 
definition entry in Rule 1 so that it can be readily identified.
Rule 2 (Members and Limited Members)
    NSCC is proposing to retitle Section 4(iii) of Rule 2 (Members and 
Limited Members) from ``FATCA'' to ``FATCA and Section 1446(f).''
    NSCC is also proposing to delete a reference to FATCA Compliance 
Date in the first paragraph of Section 4(iii) of Rule 2 because it is 
no longer relevant given FATCA is already in effect. In addition, NSCC 
is proposing to add a paragraph to Section 4(iii) of Rule 2 to require 
that, beginning on the Section 1446(f) Withholding Compliance Date, 
each FFI Member that is a Member must agree not to conduct any 
transaction or activity through NSCC if such FFI Member is not a 
Section 1446(f) Withholding Agent, unless such requirement has been 
explicitly waived in writing by NSCC with respect to the specific FFI 
Member.\17\
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    \17\ NSCC may waive this requirement from time to time with 
respect to a specific FFI Member if the FFI Member is unable to 
satisfy the requirement due to unusual and/or extraordinary 
circumstances, such as an unanticipated regulatory change in the tax 
withholding requirement or if the FFI Member is rectifying an 
unexpected change in its tax withholding status.
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    In addition, NSCC is proposing to revise the last two paragraphs in 
Section 4(iii) of Rule 2 by changing FATCA Certification to Tax 
Certification, deleting a reference to FATCA, as well as adding 
references to Section 1446(f) Withholding Agent. As revised, each FFI 
Member is required to certify and periodically recertify to NSCC that 
such FFI Member is FATCA Compliant and/or a Section 1446(f) Withholding 
Agent, as applicable, by providing to NSCC a Tax Certification. In 
addition, an FFI Member shall indemnify NSCC for any loss, liability or 
expense sustained by NSCC as a result of such FFI Member failing to be 
FATCA Compliant or a Section 1446(f) Withholding Agent.
Rule 2A (Initial Membership Requirements)
    NSCC is proposing to revise Section 1.B and 1.C of Rule 2A (Initial 
Membership Requirements) by including a reference to Section 1446(f) 
Withholding Agent and replacing FATCA Certification with Tax 
Certification, respectively. As proposed, Section 1.B of Rule 2A would 
provide that any applicant that shall be an FFI Member must be FATCA 
Compliant and/or a Section 1446(f) Withholding Agent, as applicable. In 
addition, as proposed, Section 1.C of Rule 2A would provide that, as 
part of its membership application, each applicant shall complete and 
deliver to NSCC a Tax Certification instead of a FATCA Certification. 
NSCC is also proposing a technical change by deleting an extraneous 
comma from Section 1.C of Rule 2A.
Rule 2B (Ongoing Membership Requirements and Monitoring)
    NSCC is proposing to revise Section 2.B.(c) of Rule 2B (Ongoing 
Membership Requirements and Monitoring) by removing a reference to 
FATCA Compliance Date because it is no longer relevant given FATCA is 
already in effect. NSCC is also proposing to replace FATCA 
Certification with Tax Certification in Section 2.B.(c)(i) of Rule 2B 
and change two days to two calendar days in that section. Lastly, NSCC 
is proposing to add a new sentence to Section 2.B.(c) of Rule 2B that 
provides, beginning on the Section 1446(f) Withholding Compliance Date, 
each FFI Member that is a Member shall inform NSCC, both orally and in 
writing, if it has reason to know that it is not, or will not be, a 
Section 1446(f) Withholding Agent within two calendar days of knowledge 
thereof.
Rule 53 (Alternative Investment Product Services and Members)
    NSCC is proposing to revise Sections 1(d)(iv) and 5(e)(i) of Rule 
53 (Alternative Investment Product Services and Members) by replacing 
references of FATCA Certification with Tax Certification. In addition, 
NSCC is

[[Page 39094]]

proposing to retitle Section 5(e) of Rule 53 as ``Tax Considerations--
AIP Settling Sub-Accounts.''
Addendum O (Admission of Non-U.S. Entities as Direct NSCC Members)
    NSCC is proposing to revise Addendum O (Admission of Non-U.S. 
Entities as Direct NSCC Members) to include requirements associated 
with Section 1446(f) Withholding. As proposed, NSCC would require each 
non-U.S. entity that is applying to become a Member or certain Limited 
Member to (i) agree not to conduct any transaction or activity through 
NSCC if the non-U.S. entity is not FATCA Compliant and/or is not a 
Section 1446(f) Withholding Agent, as applicable and (ii) indemnify 
NSCC for any loss, liability or expense sustained by NSCC as a result 
of the non-U.S. entity failing to be FATCA Compliant or a Section 
1446(f) Withholding Agent. NSCC is also proposing to retitle the second 
bullet in Addendum O to ``FACTA Compliance, Section 1446(f) 
Withholding, and Tax Certification.'' In addition, NSCC is proposing to 
remove the reference to FATCA Compliance Date from the second bullet in 
Addendum O because it is no longer relevant given FATCA is already in 
effect. Furthermore, NSCC is proposing to revise the second bullet in 
Addendum O by (i) adding references to Section 1446(f) Withholding 
Compliance Date and Section 1446(f) Withholding Agent and (ii) 
replacing FATCA Certification with Tax Certification. As proposed, the 
second bullet in Addendum O would provide, in part, that each non-U.S. 
entity that is applying to become a Member or certain Limited Member 
must be at all times FATCA Compliant and, beginning on the Section 
1446(f) Withholding Compliance Date, be a Section 1446(f) Withholding 
Agent, if applicable, and must certify and recertify to NSCC that it is 
FATCA Compliant and/or a Section 1446(f) Withholding Agent, as 
applicable, by providing to NSCC a Tax Certification, unless such 
requirements have been explicitly waived in writing by NSCC.
(iii) Member Outreach
    Beginning in December 2020, NSCC conducted ongoing outreach to non-
U.S. Members that are not currently performing U.S. tax withholding in 
order to provide them with notice of the proposed changes. As of the 
date of this filing, no written comments relating to the proposed 
changes have been received in response to this outreach. The Commission 
will be notified of any written comments received.
2. Statutory Basis
    NSCC believes this proposal is consistent with Section 17A(b)(3)(F) 
\18\ of the Act for the reasons described below.
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    \18\ 15 U.S.C. 78q-1(b)(3)(F).
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    Section 17A(b)(3)(F) of the Act requires, in part, that the Rules 
be designed to promote the prompt and accurate clearance and settlement 
of securities transactions.\19\ NSCC believes that the proposed rule 
change to amend the Rules in connection with the implementation of 
Section 1446(f) is consistent with Section 17A(b)(3)(F) of the Act. 
This is because the proposed rule change is designed to ensure that all 
NSCC FFI Members that are Members would accept the responsibility to 
perform the Section 1446(f) Withholding, consistent with the 
understanding of the IRS and Treasury Department as expressed in the 
Final Regulations.\20\
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    \19\ Id.
    \20\ See note 6, at 76922.
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    As mentioned above, the Final Regulations provided NSCC an 
exemption from the obligation to perform Section 1446(f) Withholding at 
this time.\21\ However, the Final Regulations also provided that if a 
direct clearing member of a U.S. clearing organization is not of a type 
of entity permitted to perform Section 1446(f) Withholding, the IRS and 
Treasury Department will issue proposed guidance that would revise the 
Final Regulations to require Section 1446(f) Withholding by U.S. 
clearing organization, such as NSCC, on such direct clearing 
member.\22\ If the IRS and Treasury Department were to revise the Final 
Regulations and revoke NSCC's exemption, NSCC would be required to 
clear and settle each transfer of PTP interest on a gross basis in 
order to perform Section 1446(f) Withholding on such transfer. Given 
that NSCC currently clears and settles all transactions on a netted 
basis, if NSCC has to clear and settle transfers of PTP interest on a 
gross basis, it may be disruptive to the efficiency and liquidity of 
the trading of PTP interests in the capital markets, as noted in the 
Final Regulations.\23\
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    \21\ Id.
    \22\ Supra note 14.
    \23\ See note 6, at 76922.
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    In order to be consistent with the understanding of the IRS and 
Treasury Department which NSCC's Section 1446(f) exemption was premised 
upon,\24\ NSCC is proposing that, unless waived by NSCC, beginning on 
the Section 1446(f) Withholding Compliance Date, each FFI Member that 
is a Member would have to agree not to conduct any transaction or 
activity through NSCC if such FFI Member is not a Section 1446(f) 
Withholding Agent. In addition, each FFI Member that is a Member would 
have to provide periodic certifications to NSCC regarding its Section 
1446(f) Withholding Agent status. Taken together, these requirements 
would help to ensure that all NSCC FFI Members that are Members would 
accept their responsibility to perform the Section 1446(f) Withholding 
(i.e., be a Section 1446(f) Withholding Agent).
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    \24\ Id.
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    By ensuring that all NSCC FFI Members that are Members would accept 
their responsibility to perform the Section 1446(f) Withholding, NSCC 
believes it would minimize the likelihood that the IRS and Treasury 
Department would revise the Final Regulations to revoke NSCC's Section 
1446(f) exemption. Having the IRS and the Treasury Department continue 
to exempt NSCC from Section 1446(f) Withholding would enable NSCC to 
continue to clear and settle all transactions (including transfers of 
PTP interest) on a netted basis and avoid any potential disruption to 
the efficiency and liquidity of the trading of PTP interests in the 
capital market. By avoiding any potential disruption to the efficiency 
and liquidity of the trading of PTP interest in the capital market, the 
proposed rule change would help to promote the prompt and accurate 
clearance and settlement of transactions. As such, NSCC believes the 
proposed rule change to amend the Rules in connection with the 
implementation of Section 1446(f) is consistent with Section 
17A(b)(3)(F) of the Act.\25\
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    \25\ 15 U.S.C. 78q-1(b)(3)(F).
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    NSCC believes the proposal to make technical changes to the Rules 
is also consistent with Section 17A(b)(3)(F) of the Act.\26\ The 
proposed technical changes to the Rules would help ensure that the 
Rules remain accurate and clear to Members. Having accurate and clear 
Rules would help Members to better understand their rights and 
obligations regarding NSCC's clearance and settlement services. NSCC 
believes that when Members better understand their rights and 
obligations regarding NSCC's clearance and settlement services, they 
can act in accordance with the Rules. NSCC believes that better 
enabling Members to comply with the Rules would promote the prompt and 
accurate clearance and settlement of securities transactions by NSCC. 
As such, NSCC believes the proposal to make technical

[[Page 39095]]

changes to the Rules is consistent with Section 17A(b)(3)(F) of the 
Act.\27\
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    \26\ Id.
    \27\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    NSCC believes that the proposed rule change to amend the Rules in 
connection with the implementation of Section 1446(f) could impose a 
burden on competition because the change could impose a cost on firms 
that currently do not do U.S. tax withholding by requiring them to 
perform the Section 1446(f) Withholding by the Section 1446(f) 
Withholding Compliance Date. However, NSCC believes any such burden is 
necessary and appropriate. Specifically, NSCC believes that any burden 
on competition that is created by the proposed rule change would be 
necessary in furtherance of the purposes of Section 17A(b)(3)(F) of the 
Act. As described above, the proposed rule change is designed to ensure 
that all NSCC FFI Members that are Members would accept the 
responsibility to perform the Section 1446(f) Withholding, consistent 
with the understanding of the IRS and Treasury Department as expressed 
in the Final Regulations.\28\ By ensuring that all NSCC FFI Members 
that are Members would accept their responsibility to perform the 
Section 1446(f) Withholding, NSCC believes it would minimize the 
likelihood that the IRS and Treasury Department would revise the Final 
Regulations to revoke NSCC's Section 1446(f) exemption. Having the IRS 
and the Treasury Department continue to exempt NSCC from Section 
1446(f) Withholding would enable NSCC to continue to clear and settle 
all transactions (including transfers of PTP interest) on a netted 
basis and avoid any potential disruption to the efficiency and 
liquidity of the trading of PTP interests in the capital market. By 
avoiding any potential disruption to the efficiency and liquidity of 
the trading of PTP interest in the capital market, the proposed rule 
change would help to promote the prompt and accurate clearance and 
settlement of transactions, consistent with Section 17A(b)(3)(F) of the 
Act.\29\ NSCC also believes that any burden that is created by the 
proposed rule change would be appropriate. This is because the proposed 
change would be limited to Section 1446(f) Withholding and associated 
certification and is also consistent with the understanding of the IRS 
and Treasury Department as expressed in the Final Regulations.\30\
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    \28\ See note 6, at 76922.
    \29\ 15 U.S.C. 78q-1(b)(3)(F).
    \30\ See note 6, at 76922.
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    NSCC does not believe the proposal to make technical changes to the 
Rules would impact competition. The changes would apply equally to all 
Members and would not affect Members' rights and obligations. As such, 
NSCC believes the proposal to make technical changes to the Rules would 
not have any impact on competition.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    Written comments relating to this proposed rule change have not 
been solicited or received. NSCC will notify the Commission of any 
written comments received by NSCC.

III. Date of Effectiveness of the Proposed Rule Change, and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#3745425b521a54585a5a525943447744525419505841"><span class="__cf_email__" data-cfemail="87f5f2ebe2aae4e8eaeae2e9f3f4c7f4e2e4a9e0e8f1">[email protected]</span></a>. Please include 
File Number SR-NSCC-2021-009 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-NSCC-2021-009. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of NSCC and on DTCC's website 
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NSCC-2021-009 and should be submitted on 
or before August 13, 2021.
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    \31\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15654 Filed 7-22-21; 8:45 am]
BILLING CODE 8011-01-P


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